Execution Version

US-DOCS\121240393.15

DEUTSCHE BANK

SECURITIES INC.

60 Wall Street

New York, NY 10005

GOLDMAN SACHS & CO.

LLC

200 West Street

New York, New York 10282

BARCLAYS

745 Seventh Avenue

New York, New York 10019

CONFIDENTIAL

April 13, 2021

Bally’s Corporation

200 Twin River Road

Lincoln, Rhode Island 02865

Attention:

Engagement Letter

Ladies and Gentlemen:

Bally’s Corporation, a Delaware corporation (the “Issuer”, “Borrower” or “you”), has

advised Deutsche Bank Securities Inc. (together with its designated affiliates, “Deutsche Bank”), Goldman

Sachs & Co. LLC (together with its designated affiliates, “Goldman Sachs”) and Barclays Capital Inc.

(together with its designated affiliates, “Barclays” and, together with Deutsche Bank and Goldman Sachs,

the “Initial Engagement Parties” and, together with any Additional Engagement Party (as defined below),

the “Engagement Parties”, “we” or “us”) that you and/or your direct or indirect subsidiaries (and including

the Company (as defined below) and its subsidiaries after giving effect to the Acquisition (as defined

below)) intend to (a) consummate one or more Offerings (as defined below) and/or (b) obtain term loans, a

revolving credit facility and/or any other credit facility or any other financing in the form of loans and

including any incremental, increase, refinancing or repricing facility under the Borrower’s Existing Credit

Agreement (as defined below) (a “Bank Financing” and, together with any Offering(s), the “Permanent

Financing”), or a combination of the foregoing (the date of the consummation of any such Offering or the

funding of any such Bank Financing, the “Closing Date”), the commitments in respect of which, and/or the

proceeds thereof, will be used (or will be deposited into escrow to be applied to) (i) to replace or refinance

(in part or in full) the credit facilities and the interim facilities provided or to be provided pursuant to (x)

that certain Commitment Letter, dated April 13, 2021 (as amended, restated, supplemented or otherwise

modified from time to time, the “Commitment Letter”), by and among Premier Entertainment Sub, LLC,

Deutsche Bank AG, London Branch, Goldman Sachs Bank USA, Barclays Bank PLC, and the other parties

party thereto and/or (y) the Interim Facilities (as defined in the Commitment Letter), (ii) in the event that

the Acquisition and the other “Transactions” described in the Commitment Letter are not funded with the

proceeds of the credit facilities and/or the interim facilities described in the Commitment Letter, to finance

the Acquisition and the other “Transactions” described in the Commitment Letter and/or (iii) to replace or

refinance (in part or in full) the indebtedness under (x) that certain Credit Agreement, dated as of May 10,

2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Borrower’s

Existing Credit Agreement”), among Borrower, the guarantors party thereto, the lenders party thereto from

time to time, and Citizens Bank, N.A., as administrative agent and collateral agent and (y) the Issuer’s

6.75% unsecured senior notes due June 1, 2027, or a combination of the foregoing. The transactions

described in this paragraph are collectively referred to herein as the “Transactions”. Except as the context

otherwise requires, references to “Borrower and its subsidiaries” or “Borrower and its affiliates” will

include the Company (as defined in the Commitment Letter) and its subsidiaries after giving effect to the

Acquisition (as defined in the Commitment Letter).

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1. Engagement, Titles and Roles.

You hereby engage each Engagement Party in the capacities set forth below to structure,

arrange, place, underwrite and/or syndicate, as applicable, any Permanent Financing. It is agreed that the

Engagement Parties (or their designated affiliates) shall have the right to act as joint bookrunning managing

underwriters of, joint bookrunning managing placement agents for or joint bookrunning managing initial

purchasers in any underwritten offering or private placement of debt or equity securities (other than the

Equity Offering to GLPI) by you or any of your direct or indirect subsidiaries undertaken to the extent the

proceeds thereof are used to consummate all or a portion of the Transactions (including securities

convertible or exchangeable into or exercisable for equity securities, other equity-linked securities or hybrid

debt-equity securities, any forward sale of equity securities or similar transactions involving securities and

including any issuance of notes through a public offering or in a private placement or an offering under

Rule 144A) (all such financings (excluding, for the avoidance of doubt, the Equity Offering to GLPI) being

herein called the “Offerings”, the securities issued pursuant to any Offering being herein called the

“Securities”), in each case upon the terms and subject to the conditions set forth in this letter agreement

(this “Engagement Letter”). You and the Engagement Parties further agree that no other titles will be

awarded and no compensation will be paid (other than that expressly contemplated by this Engagement

Letter) in connection with the Offerings unless you and the Engagement Parties shall so agree. Deutsche

Bank (or its designated affiliate) will appear on the “left” of the cover page of any Offering Document (as

defined below) or other offering materials related to any Securities Offering and will hold the leading roles

and have the responsibilities conventionally understood to be associated with such name placement,

Goldman Sachs (or its designated affiliate) will appear immediately to the right of Deutsche Bank on any

such Offering Document, Barclays (or its designated affiliate) will appear immediately to the right of

Goldman Sachs on any such Offering Document, and, with respect to each Additional Engagement Party,

such Additional Engagement Party shall appear to the right of Deutsche Bank (or its designated affiliate),

Goldman Sachs (or its designated affiliate) and Barclays (or its designated affiliate) as agreed between you

and such Additional Engagement Party.

It is also agreed that the Engagement Parties (or their designated affiliates) will act as joint

lead arrangers and joint bookrunners for any Bank Financing to be entered into by you or any of your direct

or indirect subsidiaries, in each case, occurring at any time during the term of this Engagement Letter to the

extent the proceeds thereof are used to consummate all or a portion of the Transactions and Deutsche Bank

AG New York Branch (or its designated affiliate) will act as sole administrative agent and collateral agent

for the Bank Financing (the “Agent”), in each case upon the terms and subject to the conditions set forth in

this Engagement Letter and with any administrative agency fees to be separately agreed by you and

Deutsche Bank AG New York Branch. The Engagement Parties, in such capacities, will perform the duties

and exercise the authority customarily performed and exercised by the Engagement Parties in such roles.

You agree that Goldman Sachs (or its designated affiliate) will have “left” placement in any and all

marketing materials or other documentation used in connection with a Bank Financing consisting of “term

b loans” and the role and responsibilities customarily associated with such placement, Deutsche Bank (or

its designated affiliate) will appear immediately to the right of Goldman Sachs in all such marketing

materials, Barclays (or its designated affiliate) will appear immediately to the right of Deutsche Bank in all

such marketing materials, and, with respect to each Additional Engagement Party, such Additional

Engagement Party shall appear to the right of Goldman Sachs (or its designated affiliate), Deutsche Bank

(or its designated affiliate) and Barclays (or its designated affiliate) as agreed between you and such

Additional Engagement Party. You agree that Deutsche Bank (or its designated affiliate) will have “left”

placement in any and all marketing materials or other documentation used in connection with a Bank

Financing other than for “term b loans” and the role and responsibilities customarily associated with such

placement, Goldman Sachs (or its designated affiliate) will appear immediately to the right of Deutsche

Bank in all such marketing materials, Barclays (or its designated affiliate) will appear immediately to the

right of Goldman Sachs in all such marketing materials, and, with respect to each Additional Engagement

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Party, such Additional Engagement Party shall appear to the right of Deutsche Bank (or its designated

affiliate), Goldman Sachs (or its designated affiliate) and Barclays (or its designated affiliate) as agreed

between you and such Additional Engagement Party. You and the Engagement Parties further agree that

no other titles will be awarded and no compensation will be paid (other than that expressly contemplated

by this Engagement Letter) in connection with the Bank Financing unless you and the Engagement Parties

shall so agree.

Notwithstanding anything to the contrary in the immediately preceding two paragraphs

(a) at any time between the date hereof and prior to the launch of any Offering or the launch of general

syndication with respect to any Bank Financing, as applicable, you may appoint at your discretion one or

more additional managers and arrangers for any Permanent Financing and award such managers additional

agent, co-agent, lead arranger, bookrunner, underwriter, manager, joint bookrunning managing underwriter,

joint bookrunning managing placement agent, joint bookrunning managing initial purchaser or arranger

titles (any such agent, co-agent, lead arranger, bookrunner, manager, joint bookrunning managing

underwriter, joint bookrunning managing placement agent, joint bookrunning managing initial purchaser

or arranger, an “Additional Engagement Party”) with respect to any Permanent Financing in a manner and

with economics determined by you in consultation with the Engagement Parties (it being understood that,

to the extent you appoint additional agents, co-agents, lead arrangers, bookrunners, managers, joint

bookrunning managing underwriters, joint bookrunning managing placement agents, joint bookrunning

managing initial purchasers or arrangers or confer other titles in respect of any Permanent Financing, (i)

subject to clause (iii) below, the economics allocated to each of the Initial Engagement Parties in respect

of each tranche of the Securities and each Bank Financing (excluding administrative agent fees, which shall

be for the account of the Agent) shall be reduced as mutually and reasonably agreed by the Initial

Engagement Parties and you in connection with the allocation of economics to each such Additional

Engagement Party, (ii) the economics granted to each Additional Engagement Party under this Engagement

Letter for each tranche of the Securities and each Bank Financing shall not exceed, determined based on a

percentage of the total economics, the economics granted to any Initial Engagement Parties (excluding from

such calculation administrative agent fees, which shall be for the account of the Agent) and (iii) (x)

Deutsche Bank shall have not less than 27.5% of the total economics for each tranche of the Securities and

each Bank Financing (excluding administrative agent fees, which shall be for the account of the Agent), (y)

Goldman Sachs shall have not less than 22.5% of the total economics for each tranche of the Securities and

each Bank Financing (excluding administrative agent fees, which shall be for the account of the Agent) and

(z) Barclays shall have not less than 20.0% of the total economics for each tranche of the Securities and

each Bank Financing (excluding administrative agent fees, which shall be for the account of the Agent) and

(b) upon the execution by any Additional Engagement Party of customary joinder documentation, each

such Additional Engagement Party shall thereafter constitute (other than for purposes of this paragraph) an

“Engagement Party” hereunder.

It is understood and agreed that this Engagement Letter shall not constitute a commitment

by any of the Engagement Parties or any of their respective affiliates to provide, structure or arrange any

Offering or any Bank Financing or give rise to any obligation or commitment by any of the Engagement

Parties or any of their respective affiliates to provide, arrange or syndicate any financing (including, without

limitation, any obligation or commitment to underwrite, place or purchase any Securities or underwrite,

purchase loans and/or commitments in respect of any Bank Financing).

The Engagement Parties (or their designated affiliates) reserve the right not to participate

in any Offering or any Bank Financing. In connection with any Offering in which an Engagement Party

elects to participate, you will cause the issuer in such Offering to enter into an underwriting agreement,

placement agency agreement or purchase agreement, as applicable, with such Engagement Party, which

agreement shall be mutually agreed. Our services to you in connection with any such Offering shall consist

of: (a) assistance in the preparation of an Offering Document; (b) assistance in structuring such Offering

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and its terms; (c) assistance in the preparation of any rating agency and investor presentations; and

(d) organizing the marketing effort to identify selected purchasers of the Securities. It is understood and

agreed that no Engagement Party (or any affiliate thereof) shall have any obligation to act as underwriter,

placement agent or initial purchaser with respect to any Securities unless and until such time as such

Engagement Party has executed and delivered an underwriting, placement agency or purchase agreement

setting forth the obligations of such Engagement Party.

2. Cooperation to Complete Sale for Offerings.

To assist the Engagement Parties in a timely completion of the Offerings, you agree, upon

the reasonable request of the Engagement Parties, to use commercially reasonable efforts to (a) upon the

Engagement Parties’ request, make your and your subsidiaries’ (including, after the Completion Date, the

Company’s and its subsidiaries’) senior officers and representatives available to the Engagement Parties in

connection with the Offerings, including making them available to participate in a reasonable number of

due diligence sessions, drafting sessions and “road shows” to market the applicable Securities, (b) prepare,

and to cause your subsidiaries and advisors (including, after the Completion Date, the Company and its

subsidiaries and advisors) to prepare, a customary prospectus, offering circular, private placement

memorandum or other document in appropriate form for, and to be used in connection with, each Offering

in which the Engagement Parties participate (each such document, an “Offering Document”), (c) deliver

to the Engagement Parties audited consolidated financial statements of the Issuer covering the three-year

period ending as of the most recently ended fiscal year of the Issuer, as well as such unaudited interim

consolidated financial statements (which shall have been reviewed by the independent accountants for the

Issuer as provided in Statement on Auditing Standards No. 100) and pro forma financial statements and

such other financial information relating to the Issuer, in each case as may be reasonably requested by the

Engagement Parties, prepared in accordance with U.S. generally accepted accounting principles and

meeting the requirements of Regulation S-X under the U.S. Securities Act of 1933, as amended, and all

other applicable accounting rules and regulations of the U.S. Securities and Exchange Commission

promulgated thereunder and required to be included in a registration statement on Form S-3 (with such

exceptions as are customary for transactions of the offering type), (d) cause your independent auditors to

provide reasonable and customary assistance and cooperation in connection with the Offerings, including

delivering to us concurrently with, or as part of, each Offering Document referred to above, customary

“comfort letters” (including customary “negative assurance” comfort) under AU Section 634 (or other

applicable standard) for a public offering or a Rule 144A private placement of securities with respect to

financial information contained in each Offering Document, (e) execute a customary underwriting,

placement agency, purchase or other applicable type of agreement, containing such terms, covenants,

conditions, representations, warranties and indemnities as are customary in similar transactions, and

providing for the delivery of customary legal opinions and officer’s certificates, all in form and substance

reasonably satisfactory to us and our counsel and you and your counsel, (f) obtain ratings (but not a

particular rating) for any debt Securities offered in such Offering from each of Standard & Poor’s Ratings

Services (“S&P”) and Moody’s Investor Services, Inc. (“Moody’s”), respectively, which ratings shall give

effect to the Transactions, and (g) assist the Engagement Parties in preparing other appropriate and

customary marketing materials (all of which shall be in form consistent with marketing materials used in

recent transactions by you and provided that you shall not be required to provide any information that is

not reasonably available to you), in each case to be used in connection with the Offerings. The Engagement

Parties may rely, without independent verification, upon the accuracy and completeness of the Information

(as defined below) provided to the Engagement Parties in connection with any Offering, as well as any

Offering Document, and the Engagement Parties assume no responsibility therefor.

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3. Syndication Assistance for Bank Financing.

The Engagement Parties agree to use commercially reasonable efforts to arrange a

syndicate of banks, financial institutions and other institutional lenders (the “Lenders”) identified by the

Engagement Parties in consultation with you and subject to your consent (not to be unreasonably withheld)

that will participate in each Bank Financing. Each Engagement Party agrees that the Engagement Parties

will not syndicate, assign or participate any of the commitments with respect to any Bank Financing to

Disqualified Lenders (as defined in the Borrower’s Existing Credit Agreement and including any

supplements permitted in accordance with such definition), provided, however, that for the avoidance of

doubt, any such supplemental designation shall not apply retroactively to any prior assignment or

participation to any Lender permitted hereunder at the time of such assignment or participation. You agree

to assist the Engagement Parties in completing a syndication that is reasonably satisfactory to the

Engagement Parties and you. Such assistance shall include (a) your using commercially reasonable efforts

to ensure that any syndication efforts benefit from your existing lending and investment banking

relationships (including, after the Completion Date, the Company’s and its subsidiaries’ existing lending

and investment banking relationships), (b) direct contact between appropriate members of your senior

management, certain representatives and certain non-legal advisors (including, after the Completion Date,

senior management, certain representatives and certain non-legal advisors of the Company and its

subsidiaries) and the proposed Lenders, in all such cases at times mutually agreed upon, (c) your assistance

in the preparation of a customary confidential information memorandum (“Confidential Information

Memorandum”) for each Bank Financing and other customary lender presentations and marketing

materials, including customary financial information and Projections (as defined below), to be used in

connection with the syndication of each Bank Financing, (d) your using commercially reasonable efforts to

obtain, upon the request of the Engagement Parties, prior to the commencement of general syndication of

any Bank Financing, (i) public ratings for the Bank Financing (or portion thereof designated by the

Engagement Parties) and (ii) a public corporate credit rating and public corporate family rating in respect

of the Borrower, in each case, from each of S&P and Moody’s, respectively, and (e) the hosting, with the

Engagement Parties, of one or more meetings of prospective Lenders at times and locations to be mutually

agreed upon. You hereby authorize the Engagement Parties to download copies of the Borrower’s

trademark logos from its website and post copies thereof on the IntraLinks site, SyndTrak site or similar

workspace established by the Engagement Parties to syndicate each Bank Financing and use the logos on

any confidential information memoranda, lender presentations and other marketing materials prepared in

connection with the syndication of each Bank Financing or in any advertisements to which you consent

(such consent not to be unreasonably withheld) that we may place after the closing of each Bank Financing

in financial and other newspapers and journals, or otherwise, at our own expense describing our services to

the Borrower hereunder.

You acknowledge that (a) the Engagement Parties on your behalf will make available the

Information (as defined below), Projections (as defined below) and other marketing materials and

presentations, including the Confidential Information Memorandum (collectively, the “Informational

Materials”), to prospective Lenders by posting the Informational Materials on SyndTrak Online, Intralinks

or by other similar electronic means (collectively, the “Electronic Means”) and (b) certain prospective

Lenders may not wish to receive material non-public information (within the meaning of the United States

federal securities laws, “MNPI”) with respect to the Borrower, the Company or Borrower’s or the

Company’s respective subsidiaries or any of their respective securities, and who may be engaged in

investment and other market-related activities with respect to such entities’ securities (each such Lender, a

“Public Lender”, and each Lender that is not a Public Lender, a “Private Lender”); provided that, in each

case the Engagement Parties agree at all times to act in accordance with any requirements of the City Code

or the Panel (each as defined in the Interim Facilities Agreement (as defined in the Commitment Letter))

(including in relation to posting or presentation of information (including in accordance with Practice

Statement 25 of the City Code) and any assistance or obligations of Borrower or its affiliates in Sections 2

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and 3 shall be qualified accordingly). At the reasonable request of the Engagement Parties, (a) you will

assist, and use commercially reasonable efforts to cause your subsidiaries to assist (including, following the

Completion Date (as defined in the Commitment Letter), the Company and its subsidiaries), the

Engagement Parties in the preparation of an additional version of the Informational Materials to be used in

connection with the syndication of each Bank Financing to Public Lenders, which will not contain MNPI

(the “Public Informational Materials”) and (b) you will identify and conspicuously mark any Public

Informational Materials “PUBLIC”. By marking materials as “PUBLIC”, you shall be deemed to have

represented to the Engagement Parties and prospective Lenders (to the extent that the foregoing are

recipients thereof) that such Informational Materials do not contain any MNPI. Notwithstanding the

foregoing, you agree that the Engagement Parties may distribute the following documents to all prospective

Lenders (including the Public Lenders) on your behalf unless you advise the Engagement Parties in writing

(including by email) within a reasonable time prior to their intended distributions (after you have been given

a reasonable opportunity to review such documents) that such material should only be distributed to

prospective Private Lenders: (a) administrative materials for prospective Lenders, such as lender meeting

invitations and funding and closing memoranda, (b) notifications of changes to any Bank Financing’s terms

and (c) drafts and final versions of term sheet and definitive documents with respect to any Bank Financing.

If you advise the Engagement Parties that any of the foregoing items should be distributed only to Private

Lenders, then the Engagement Parties will not distribute such materials to Public Lenders without your

consent. Before distribution of any Informational Materials (a) to prospective Private Lenders, you shall

provide the Engagement Parties with a customary letter authorizing the dissemination of the Informational

Materials and (b) to prospective Public Lenders, you shall provide the Engagement Parties with a customary

letter authorizing the dissemination of the Public Informational Materials and confirming the absence of

MNPI therefrom. It is hereby agreed that the information package containing solely Public Informational

Materials will contain customary language exculpating you, the Company, the Engagement Parties and

your and their respective affiliates, with respect to any liability related to the use of the contents of such

information package or any related marketing materials by any recipients thereof.

The Engagement Parties will manage all aspects of any syndication of any Bank Financing

in consultation with you, including (in each case subject to the provisions set forth in this Engagement

Letter), decisions as to the selection of institutions to be approached and when they will be approached,

when their commitments will be accepted, which institutions will participate, the allocation of the

commitments among the Lenders, any naming rights and the amount and distribution of fees among the

Lenders. Notwithstanding anything herein to the contrary, you will not be required to provide any

information to the extent that the provision thereof would violate or waive any attorney-client or other

privilege, constitute attorney work product or violate or contravene any law, rule or regulation (including

the City Code and any other applicable legal or regulatory restrictions (including any applicable laws or

regulations on market abuse) and taking into account any requirements of the City Code or the Panel), or

any obligation of confidentiality (not created in contemplation hereof) binding on you, the Company or

your respective subsidiaries or affiliates and prior to the Completion Date you shall only be required to

provide information with respect to the Company which is publicly available and in a form customarily

delivered in connection with financings for acquisitions of a London Stock Exchange listed public company

(provided, that in the event that you do not provide information in reliance on this sentence, you shall (x)

(if permitted by law) provide notice to the Engagement Parties that such information is being withheld

pursuant to such law, law, regulation, court order, regulatory guidance, obligation or privilege if such notice

can in your good faith discretion, be provided in a manner that would not result in such violation,

contravention, violation or waiver and (y) use commercially reasonable efforts to provide such information

in a manner that would not be so prohibited, restricted or contravened or which would not result in a

violation or waiver of privilege, as applicable).

You hereby agree that, prior to the earlier of the Closing Date and the termination of this

Engagement Letter in accordance with Section 13, there shall be no issues, offerings or placements of debt

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or equity securities or commercial bank or other syndicated credit facilities by or on behalf of the Borrower

or its controlled subsidiaries, being offered, placed or arranged (other than (a) the Securities, (b) the Bank

Financing, (c) the credit facilities and interim facilities described in the Commitment Letter, (d) the Equity

Offering to GLPI, (e) indebtedness constituting working capital, purchase money or capital lease financing,

(f) any sale and leaseback transaction, (g) incremental revolving commitments (and borrowings thereunder)

permitted to be incurred by the Borrower and its subsidiaries pursuant to Borrower’s Existing Credit

Agreement) if such issuance, offering, placement or arrangement would materially interfere with the issue,

offering or placement of the Securities or materially impair the primary syndication of a Bank Financing,

in each case, without the consent of the Engagement Parties (not to be unreasonably delayed, withheld,

conditioned or denied).

4. Information.

You represent and warrant that (a) all written information (other than the Projections and

information of a general economic or general industry nature) concerning Borrower and its subsidiaries and

the Transactions that has been or will be made available to the Engagement Parties by you, your affiliates

or any of your or their respective representatives (on your or their behalf), in connection with any aspect of

the financing transactions contemplated hereby (the “Information”), when taken as a whole, does not, and

in the case of Information made available after the date hereof will not when furnished, contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements

contained therein, in light of the circumstances under which they were made, not materially misleading

(giving effect to all supplements and updates thereto) and (b) all written financial projections, estimates,

budgets and other forward looking information concerning Borrower and its subsidiaries taking into account

the consummation of the Transactions, that have been or will be made available to the Engagement Parties

by you, your affiliates or any of your or their respective representatives (on your or their behalf), in

connection with any aspect of the financing transactions contemplated hereby (the “Projections”) have been

and will be prepared in good faith based upon assumptions believed by the preparer to be reasonable at the

time made and at the time such Projections are furnished to us, it being understood such assumptions and

Projections are merely a prediction as to future events and are not to be viewed as facts or guarantees of

financial performance, are subject to significant uncertainties and contingencies, many of which are beyond

your or the Company’s control and no assurance can be given that any particular Projections will be realized

and that actual results during the period or periods covered by such Projections may vary significantly from

the Projections and such differences may be material. You agree that, if at any time prior to the termination

of this Engagement Letter, you become aware that any of the representations and warranties in the preceding

sentence would be incorrect in any material respect if the Information and Projections were being furnished,

and such representations and warranties were being made, at such time, then you will promptly supplement,

or cause to be supplemented (or, prior to the Completion Date in the case of Information or Projections

regarding the Company and its subsidiaries, use commercially reasonable efforts to supplement, or cause

to be supplemented), the Information and Projections, as applicable, so that such representations will be

correct in all material respects under those circumstances; provided that any such supplementation shall

cure any breach of such representations and warranties. Solely as they relate to matters with respect to the

Company and its subsidiaries, prior to the Completion Date, the foregoing representations, warranties and

covenants are made to your knowledge. In arranging and syndicating the Permanent Financing, the

Engagement Parties are and will be using and relying on the Information and Projections without

independent verification thereof (and shall have no responsibility (a) to verify the Information or

Projections or (b) with respect to the accuracy or completeness of the Information or Projections).

5. Fees.

(a) In any Offering of debt Securities that is consummated prior to the termination of

this Engagement Letter, you shall pay to the Engagement Parties (or their designated affiliates) aggregate

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underwriter’s or initial purchaser’s discounts, or placement agency fees, as applicable, equal to 1.25% of

the gross proceeds of such Offering, which fees and/or discounts shall be payable or applicable, as the case

may be, in full on, and subject to the occurrence of, the Closing Date for such Securities out of the proceeds

thereof; which fees and discounts shall be allocated, subject to adjustment pursuant to Section 1 in

connection with the addition of Additional Engagement Parties, as follows: 40.0% to Deutsche Bank, 30.0%

to Goldman Sachs and 30.0% to Barclays.

(b) In any Offering of Securities that are not debt Securities (including any equity

Securities, Securities convertible or exchangeable into or exercisable for equity Securities, other equity-

linked Securities or hybrid debt-equity Securities, any forward sale of equity Securities and similar

transactions) that is consummated prior to the termination of this Engagement Letter, you shall pay or shall

cause the applicable issuer to pay to the Engagement Parties (or their designated affiliates) aggregate

underwriter’s fees equal to 3.50% of the gross proceeds of such Offering, which fees shall be payable in

full on, and subject to the occurrence of, the Closing Date for such Securities out of the proceeds thereof;

which fees shall be allocated, (i) in the case of the Offering of Securities (that are not debt Securities)

anticipated to launch or on around the date hereof, first, in an amount of up to $3.0 million, at the Issuer’s

discretion, to such persons as the Issuer shall determine and (ii) thereafter and in the case of all other fees

payable under this Section 5(b), subject to adjustment pursuant to Section 1 in connection with the addition

of Additional Engagement Parties, as follows: 40.0% to Deutsche Bank, 30.0% to Goldman Sachs and

30.0% to Barclays.

(c) In any Bank Financing that is consummated prior to the termination of this

Engagement Letter, you shall pay an arrangement fee to the Engagement Parties (or their designated

affiliates) in an amount equal to 1.00% of the aggregate principal amount of the Bank Financing provided

or funded on the Closing Date, which fee shall be payable in full on, and subject to the occurrence of, the

Closing Date for such Bank Financing out of the proceeds thereof; which fee shall be allocated, subject to

adjustment pursuant to Section 1 in connection with the addition of Additional Engagement Parties, as

follows: 40.0% to Deutsche Bank, 30.0% to Goldman Sachs and 30.0% to Barclays.

(d) With respect to any Offering, in the event the Closing Date occurs, you agree to

reimburse the Engagement Parties from time to time, within 30 days following written demand therefor (or

on the Closing Date for such Offering, to the extent invoiced at least three (3) business days prior to the

Closing Date) (together with reasonable backup documentation supporting such reimbursement request),

for all reasonable and documented out-of-pocket expenses (including, without limitation, expenses of the

Engagement Parties’ due diligence investigation, printing costs, filing fees, customary “blue sky” fees and

expenses, fees and expenses (including all fees and expenses of a “qualified independent underwriter”, if

required) relating to filings and clearances with the Financial Industry Regulatory Authority, Inc.

(“FINRA”) and any rating agencies, fees of consultants hired with your prior written consent (such consent

not to be unreasonably withheld or delayed)) reasonably incurred by it in connection with its engagement

hereunder for such Offering; provided it is understood that the Engagement Parties shall pay their own

counsel’s fees (other than with respect to blue sky and FINRA matters) in connection with any such

Offering that is consummated.

All fees payable hereunder (the “Fees”) will be paid in US Dollars in immediately available

funds and shall not be subject to reduction by way of setoff or counterclaim, and shall be in addition to any

fees payable to any Lenders or purchasers of Securities and any other fees payable to any of us or our

respective affiliates pursuant to any other agreement. In addition, all such payments shall be made without

deduction for any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any

national, state or local taxing authority, or will be grossed up by you for such amounts; provided that the

recipient of any such payment provides an IRS Form W-9 or applicable IRS Form W-8 establishing a

complete exemption from U.S. federal withholding tax. Once paid, such fees and expenses shall not be

9 US-DOCS\121240393.15

refundable under any circumstances except as agreed to in writing between you and the applicable

Engagement Party. All fees received by each Engagement Party hereunder may be shared among such

Engagement Party’s affiliates as such Engagement Party may determine in its sole discretion.

6. Indemnification; Expenses.

You agree to indemnify and hold harmless the Engagement Parties, the Lenders and each

of their respective affiliates and controlling persons and their and their affiliates’ and controlling persons’

respective directors, officers, employees, agents, advisors and other principals and the successors and

permitted assigns of the foregoing (each, an “Indemnified Party”) from and against any and all actions,

suits, losses, claims, damages, liabilities and expenses of any kind or nature, joint or several, to which such

Indemnified Party may become subject or that may be incurred or asserted or awarded against such

Indemnified Party, in each case, arising out of or in connection with or by reason of (including, without

limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in

connection therewith) (a) any matters contemplated by this Engagement Letter, the Transactions or any

related transaction (including, without limitation, the execution and delivery of this Engagement Letter, the

definitive documentation for the Permanent Financing and the closing of the Transactions) or (b) the use or

the contemplated use of the proceeds of the Permanent Financing and any other financings undertaken

pursuant to the Transactions (IN ALL CASES (SUBJECT TO THE FOLLOWING PROVISO),

WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE

COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY), and

to reimburse each Indemnified Party within 30 days following written demand therefor (together with

reasonable backup documentation supporting such reimbursement request) for all reasonable and

documented out-of-pocket expenses (including (but limited in the case of legal fees and expenses to) the

reasonable and documented attorneys’ fees, expenses and charges of one primary counsel for all

Indemnified Parties and one firm of local and gaming counsel for all Indemnified Parties in each relevant

material jurisdiction (and, in the case of a conflict of interest where the Indemnified Party affected by such

conflict informs you of such conflict and thereafter retains its own counsel, of another counsel in each

relevant material jurisdiction for such affected Indemnified Party)) related to such actions, suits, losses,

claims, damages, liabilities and expenses; provided that no Indemnified Party will have any right to

indemnification or reimbursement for any of the foregoing to the extent resulting from (i) such Indemnified

Party’s own gross negligence or willful misconduct or the gross negligence or willful misconduct of such

Indemnified Party’s controlled affiliates or any of its or their directors, officers, employees, agents,

advisors, controlling persons, members, representatives or principals (each a “Related Party”), in each case,

as determined by a final non-appealable judgment of a court of competent jurisdiction, (ii) a material breach

of this Engagement Letter by such Indemnified Party or its Related Parties, in each case, as determined by

a final non-appealable judgment of a court of competent jurisdiction or (iii) arising from any dispute among

Indemnified Parties or their Related Parties other than any claims (x) arising out of any act or omission of

you or any of your affiliates or (y) against any Indemnified Party in its capacity as an agent, arranger,

bookrunner, underwriter, manager, underwriter, initial purchaser, placement agent or similar capacity. In

the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such

indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you,

the Company or your or its respective subsidiaries, affiliates, equityholders or creditors, whether or not an

Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are

consummated. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or

insufficient to hold it harmless, then you shall contribute to the amount paid or payable by such Indemnified

Party as a result of such action, suit, loss, claim, damage, liability or expense in such proportion as is

appropriate to reflect the relative benefits received by you, on the one hand, and such Indemnified Party,

on the other hand, with respect to the transactions contemplated by this Engagement Letter or, if such

allocation is determined by a court to be unavailable, in such proportion as is appropriate to reflect such

relative benefits and any other equitable considerations such as the relative fault of the Issuer, on the one

10 US-DOCS\121240393.15

hand, and of the Indemnified Party, on the other hand; provided, however, that, to the extent permitted by

applicable law, no Indemnified Party shall be responsible for amounts which in the aggregate are in excess

of the amount of all fees actually received or receivable by the Engagement Parties from you in connection

with the engagement provided for in this Engagement Letter. Relative benefits to you, on the one hand, and

to the Indemnified Parties, on the other hand, shall be deemed to be in the same proportion as (a) the total

value received or proposed to be received by you in connection with any Offering or Bank Financing,

whether or not consummated, bears to (b) all fees actually received by the Engagement Parties in connection

with such Offering or Bank Financing. Relative fault shall be determined, in the case of actions, suits,

losses, claims, damages, liabilities or expenses arising out of or based on any untrue statement or any alleged

untrue statement of a material fact or omission or alleged omission to state a material fact, by reference to,

among other things, whether the untrue or alleged untrue statement of a material fact or the omission or

alleged omission to state a material fact relates to information supplied by you to the Engagement Parties

and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such

untrue statement or omission. No person guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Securities Act of 1933, as amended) shall be entitled to contribution from any person

who was not guilty of such fraudulent misrepresentation. Your indemnity, reimbursement and contribution

obligations under this Section 6 shall be in addition to any liability that you may otherwise have to an

Indemnified Party and shall be binding upon and inure to the benefit of any successors, assigns, heirs and

personal representatives of the Issuer and any Indemnified Party.

You shall not, without the prior written consent of each Indemnified Party affected thereby

(which consent shall not be unreasonably withheld, delayed or conditioned), settle any threatened or

pending claim or action that would give rise to the right of any Indemnified Party to claim indemnification

or contribution hereunder unless such settlement (a) includes a full and unconditional release of all liabilities

that are the subject of such claim or action against such Indemnified Party and (b) does not include any

statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified

Party.

None of you or your subsidiaries nor any Indemnified Party will be liable for any indirect,

consequential or punitive damages that may be alleged as a result of this Engagement Letter or any element

of the Transactions; provided that nothing contained in this sentence shall limit your indemnity and

reimbursement obligations to the extent set forth in this Section 6 (including your indemnity and

reimbursement obligations to indemnify the Indemnified Parties for indirect, special, punitive or

consequential damage that are included in any third party claim in connection with which such Indemnified

Party is entitled to indemnification hereunder).

No Indemnified Party will be liable to you, your affiliates or any other person for any

damages arising from the use by others of Informational Materials or other materials obtained by Electronic

Means except to the extent of direct or actual damages resulting from the gross negligence, bad faith or

willful misconduct or material breach of this Engagement Letter of such Indemnified Party or a Related

Party of such Indemnified Party, in each case, as determined by a final non-appealable judgment of a court

of competent jurisdiction.

You shall reimburse each of the Engagement Parties within 30 days following written

demand therefor (or on the Closing Date, to the extent invoiced at least three (3) business days prior to the

Closing Date) (together with reasonable backup documentation supporting such reimbursement request)

for all reasonable and documented out-of-pocket costs and expenses (including, without limitation,

reasonable legal fees and expenses and due diligence expenses, which legal fees and expenses shall be

limited to one primary U.S. counsel to the Engagement Parties, the Agent and the Lenders taken as a whole,

and one local and gaming counsel in each relevant material jurisdiction (which may include a single counsel

acting in multiple jurisdictions)) to the Engagement Parties, the Agent and the Lenders taken as a whole

11 US-DOCS\121240393.15

and all reasonable printing, reproduction, document delivery, travel, CUSIP, Intralinks, SyndTrak Online,

ClearParSM and communication costs incurred in connection with the syndication, arrangement and

execution of each Bank Financing and the preparation, review, negotiation, execution and delivery of this

Engagement Letter and the definitive documentation for each Bank Financing. You acknowledge that we

may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of

such counsel based on the fees such counsel may receive on account of their relationship with us including,

without limitation, fees paid pursuant hereto.

Each Indemnified Party shall be obligated to refund or return any and all amounts paid to

it under this Section 6 for any such losses, claims, damages, liabilities or expenses to the extent such

Indemnified Party is not ultimately entitled to payment of such amounts in accordance with the terms hereof

(as determined by a final non-appealable judgment of a court of competent jurisdiction).

You shall not be liable for any settlement of any claim, litigation or proceeding effected

without your consent (which consent shall not be unreasonably withheld, delayed or conditioned) or any

expenses incurred or associated therewith, but if settled with your written consent, you agree to indemnify

and hold harmless each Indemnified Party or Related Party, as the case may be, from and against any and

all losses, claims, damages and liabilities of any kind or nature in accordance with and subject to the

limitations contained in the preceding paragraphs of this Section 6.

The provisions of this Section 6 shall be superseded in each case by the applicable

provisions contained in the definitive financing documentation for the Permanent Financing, to the extent

covered thereby, upon execution thereof and thereafter shall have no further force and effect.

7. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.

You acknowledge that the Engagement Parties and their affiliates are full service financial

institutions engaged, either directly or through their affiliates, in a broad array of activities, including

commercial and investment banking, financial advisory, market making and trading, investment

management (both public and private investing), investment research, principal investment, financial

planning, benefits counseling, risk management, hedging, financing, brokerage and other financial and non-

financial activities and services globally. In the ordinary course of their various business activities, the

Engagement Parties and their affiliates and funds or other entities in which the Engagement Parties or their

affiliates invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short

positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps

and other financial instruments for their own account and for the accounts of their customers. In addition,

the Engagement Parties or their affiliates may at any time communicate independent recommendations

and/or publish or express independent research views in respect of such assets, securities or instruments.

You acknowledge that the Engagement Parties or their affiliates may be providing

financing or other services to parties whose interests may conflict with yours or the Company’s. Each of

the Engagement Parties agrees that it will not furnish confidential information obtained from you or the

Company to any of their other customers and that they will treat confidential information relating to you

and the Company and your and the Company’s respective affiliates with the same degree of care as they

treat their own confidential information. The Engagement Parties further advise you that they will not make

available to you confidential information that they have obtained or may obtain from any other customer.

In connection with all aspects of each transaction contemplated by this Engagement Letter,

you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) (i) the arranging and

other services described herein regarding the Permanent Financing are arm’s-length commercial

transactions between you and your affiliates, on the one hand, and the Engagement Parties, on the other

12 US-DOCS\121240393.15

hand, (ii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have

deemed appropriate, and (iii) you are capable of evaluating, and understand and accept, the terms, risks and

conditions of the transactions contemplated hereby; (b) (i) each Engagement Party has been, is, and will be

acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has

not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or

any other person or entity (except as expressly set forth in any other engagement letters between such

Engagement Party and you or your affiliates) and (ii) no Engagement Party has any obligation to you or

your affiliates with respect to the transactions contemplated hereby except those obligations expressly set

forth herein; and (c) each Engagement Party and their respective affiliates may be engaged in a broad range

of transactions that involve interests that differ from yours and the Company’s and those of your and the

Company’s affiliates, and the Engagement Parties have no obligation to disclose any of such interests to

you or the Company or your or the Company’s respective affiliates. You agree that you will not assert any

claim against any Engagement Party based on an alleged breach of fiduciary duty by any Engagement Party

in connection with this Engagement Letter and the transactions contemplated hereby (except pursuant to a

duty arising under or as a result of any engagement letters or other agreements between such Engagement

Party and you or your affiliates).

Borrower acknowledges that certain of the Engagement Parties (or their respective

affiliates) are currently acting as lenders, arrangers, bookrunners, agents or similar capacities under

Borrower’s Existing Credit Agreement, the Commitment Documents (as defined in the Commitment

Letter) and/or the Interim Facilities Agreement. Borrower further acknowledges that Borrower’s and its

subsidiaries’ and affiliates’ rights and obligations under any other agreement with the Engagement Parties

or any of their respective affiliates (including the Borrower’s Existing Credit Agreement, the Commitment

Documents and the Interim Facilities Agreement) that currently or hereafter may exist are, and shall be,

separate and distinct from the rights and obligations of the parties pursuant to this Engagement Letter, and

none of such rights and obligations under such other agreements shall be affected by the Engagement

Parties’ performance or lack of performance of services hereunder or thereunder. Borrower further

acknowledges that the Engagement Parties or any of their respective affiliates may currently or in the future

participate in other debt or equity transactions on behalf of or render financial advisory services to

Borrower, the Company and their respective subsidiaries or other companies that may be involved in a

competing transaction or in the Transactions. Borrower hereby agrees that the Engagement Parties may

render their services under this Engagement Letter notwithstanding any actual or potential conflict of

interest presented by the foregoing, and Borrower hereby waives any conflict of interest claims relating to

the relationship between any Engagement Party and Borrower and its respective subsidiaries and affiliates

in connection with the engagement contemplated hereby, on the one hand, and the exercise by such

Engagement Party or any of its affiliates of any of their rights and duties under the Borrower’s Existing

Credit Agreement, the Commitment Documents and the Interim Facilities Agreement on the other hand,

provided that the foregoing shall not limit the Engagement Parties’ obligations that are expressly provided

herein.

As you know, Deutsche Bank (or an affiliate thereof) has been retained by Borrower (or

one of its affiliates) as a financial advisor (in such capacity, the “Financial Advisor”) in connection with

the Acquisition. Borrower agrees to such retention, and further agrees not to assert any claim Borrower or

any of its affiliates might allege based on any actual or potential conflicts of interest that might be asserted

to arise or result from the engagement of the Financial Advisor, on the one hand, and Deutsche Bank and

its affiliates’ relationships with Borrower and its affiliates as described and referred to herein, on the other.

Each of the Engagement Parties party hereto acknowledges (a) the retention of Deutsche Bank (or an

affiliate thereof) as Financial Advisor and (b) that such relationship does not create any fiduciary duties or

fiduciary responsibilities to such Engagement Party on the part of Deutsche Bank or its affiliates.

Each Engagement Party and its affiliates (collectively, with respect to each Engagement

13 US-DOCS\121240393.15

Party, such Engagement Party’s “Group”) is authorised by Borrower, at any time during the engagement

of such Engagement Party under this Engagement Letter, by written notice (including, without limitation,

by e-mail communication) to Borrower, to designate another office or branch of such Engagement Party

(such office or branch, the “Designee”) as the office or branch through which it will perform its obligations,

functions or responsibilities under this Engagement Letter and exercise its rights under this Engagement

Letter subject to such designation not resulting in Borrower being required to pay any costs, expenses or

taxes greater than those it would be required to pay had such designation not taken place. To the extent

permitted by applicable laws and regulations, each Engagement Party and, if applicable, any Designee

thereof is authorised by Borrower to delegate the performance of any such obligations, functions or

responsibilities to any other member of such Engagement Party’s Group (a “Delegate”). For the avoidance

of doubt, each Engagement Party may disclose any non-public information in relation to Borrower, the

Company, any of their respective subsidiaries or the proposed Transaction to any Designee or Delegate

thereof, and any such Designee or Delegate may disclose any such non-public information to any other

member of such Engagement Party’s Group and its and their respective officers, directors and employees.

8. Governing Law. THIS ENGAGEMENT LETTER SHALL BE GOVERNED BY,

AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (without regard to the principles of conflicts of laws thereof, to the extent that the same are not mandatorily

applicable by statute and would require or permit the application of the law of another jurisdiction). THE

PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO

ANY PROCEEDING, CLAIM, COUNTERCLAIM OR ACTION BROUGHT BY OR ON BEHALF

OF ANY PARTY RELATED TO OR ARISING OUT OF THIS ENGAGEMENT LETTER OR THE

PERFORMANCE OF THE SERVICES HEREUNDER OR THEREUNDER. The parties hereto

hereby agree that any suit or proceeding arising in respect of this Engagement Letter or any of the matters

contemplated hereby or thereby will be brought exclusively in the U.S. District Court for the Southern

District of New York or, if such court does not have subject matter jurisdiction, in any state court located

in the City and County of New York, and the parties hereto hereby agree to submit to the exclusive

jurisdiction of, and venue in, such court. The parties hereto hereby agree that service of any process,

summons, notice or document by registered mail addressed to you or the Engagement Parties will be

effective service of process against such party for any action or proceeding relating to any such dispute.

The parties hereto irrevocably and unconditionally waive any objection to venue of any such action or

proceeding brought in any such court and any claim that any such action or proceeding has been brought in

an inconvenient forum. A final judgment in any such action or proceeding may be enforced in any other

courts with jurisdiction over you or each of the Engagement Parties.

9. Miscellaneous. This Engagement Letter embodies the entire agreement among the

Engagement Parties, you and your subsidiaries with respect to the specific matters set forth above and

supersede all prior agreements and understandings relating to the subject matter hereof. Those matters that

are not covered or made clear herein are subject to mutual agreement of the parties. No person has been

authorized by any of the Engagement Parties to make any oral or written statements inconsistent with this

Engagement Letter. Without limiting the last paragraph of Section 7, this Engagement Letter shall not be

assignable by any party hereto without the prior written consent of the other parties hereto, and any

purported assignment without such consent shall be void; provided, that an Engagement Party may assign

this Engagement Letter to an affiliate of such Engagement Party (and upon any such assignment, the

assigning Engagement Party shall be released from any and all its obligations and liabilities hereunder to

the extent such obligations and liabilities are assumed by the affiliate assignee). This Engagement Letter

is not intended to benefit or create any rights in favor of any person other than the parties hereto and, with

respect to indemnification, each Indemnified Party. This Engagement Letter may be executed in separate

counterparts, and delivery of an executed signature page of this Engagement Letter by facsimile or

electronic mail shall be effective as delivery of a manually executed counterpart hereof. This Engagement

Letter may be in the form of an Electronic Record (as defined in 15 USC §7006, as it may be amended from

14 US-DOCS\121240393.15

time to time) and may be executed using Electronic Signatures (as defined in 15 USC §7006, as it may be

amended from time to time) (including, without limitation, facsimile and .pdf) and shall be considered an

original, and shall have the same legal effect, validity and enforceability as a paper record. For the

avoidance of doubt, the authorization under this paragraph may include, without limitation, use or

acceptance of a manually signed paper counterpart to this Engagement Letter which has been converted

into electronic form (such as scanned into PDF format), or an electronically signed counterpart to this

Engagement Letter converted into another format, for transmission, delivery and/or retention. For the

avoidance of doubt, the foregoing applies to any amendment, extension, or renewal of this Engagement

Letter. This Engagement Letter may only be amended, modified or superseded by an agreement in writing

signed by you and each of the Engagement Parties party hereto.

10. Confidentiality.

This Engagement Letter and the existence and contents hereof and thereof shall be

confidential and may not be disclosed by you in whole or in part to any person without our prior written

consent, except for (a) the disclosure hereof or thereof on a confidential basis to your affiliates, directors,

officers, employees, agents, accountants, attorneys and other professional advisors retained by you in

connection with the Transaction (and you shall be responsible for your affiliates’ and your directors,

officers, employees, agents, accountants, attorneys and other professional advisors’ compliance with this

paragraph) and on a need-to-know basis, (b) in any legal or administrative proceeding or as otherwise

required by law, rule or regulation (including any applicable laws or regulations on market abuse and taking

into account any requirements of the City Code or Panel or guidance or practice statements issued by the

Panel) or compulsory legal process or to the extent requested or required by governmental and/or regulatory

authorities, including to regulatory (including gaming) authorities and/or the Panel in connection with

obtaining requisite consents and approvals for the Permanent Financing and the Transactions (in which case

you, to the extent reasonably practicable and not prohibited by applicable law, agree to inform the

Engagement Parties promptly thereof), (c) if the Engagement Parties consent in writing to such proposed

disclosure (such consent not to be unreasonably withheld, delayed or conditioned), (d) disclosure in

connection with the enforcement of your rights hereunder or (e) to the extent that this Engagement Letter

or the existence and contents thereof become publicly available other than by reason of disclosure by you

or any of your affiliates in violation of this Engagement Letter or any other duty of confidentiality owing

by them to us, any of our affiliates or any of our or their respective representatives; provided that you may

disclose, after your acceptance of this Engagement Letter, (i) this Engagement Letter to potential Additional

Engagement Parties on a confidential basis, (ii) the existence of this Engagement Letter (but not the fee

amounts under this Engagement Letter (unless publicly disclosed pursuant to clause (b) above)) and the

aggregate amount of the fees contained in this Engagement Letter as part of the Projections, pro forma

information or a generic disclosure of aggregate sources and uses related to fee amounts to the extent

customary or required in marketing materials, any proxy or other public filing or any prospectus or offering

memorandum or confidential information memorandum and (iii) any summary of the terms of the

Permanent Financing to prospective lenders, holders or participants of the Permanent Financing or any

ratings agency in connection with the Transactions. Your obligations under this paragraph (except with

respect to this Engagement Letter and the contents thereof (unless publicly disclosed pursuant to clause (b)

above)) shall automatically terminate upon the earlier to occur of the second anniversary of the date of this

Engagement Letter and the public disclosure of this Engagement Letter pursuant to clause (b) above.

The Engagement Parties and their affiliates will use all information provided to them or such

affiliates by or on behalf of you, the Company or your or its respective affiliates or any of your or its

respective representatives in connection with the transactions contemplated hereby solely for the purpose

of providing the services which are the subject of this Engagement Letter and shall not disclose any such

information in whole or in part to any person without your prior written consent; provided that, subject to

the requirements of the City Code and the Panel, nothing herein shall prevent the Engagement Parties from

15 US-DOCS\121240393.15

disclosing any such information (a) pursuant to the order of any court or administrative agency or in any

legal or administrative proceeding, or otherwise as required by applicable law or regulation or compulsory

legal process or as requested by a governmental authority (in which case the Engagement Parties, to the

extent reasonably practicable and not prohibited by applicable law, agree to inform you promptly thereof),

(b) upon the request or demand of any regulatory authority having jurisdiction over the Engagement Parties

or any of their affiliates (in which case, except with respect to any audit or examination conducted by bank

accountants or any regulatory authority exercising examination or regulatory authority, the Engagement

Parties, to the extent reasonably practicable and not prohibited by applicable law, agree to inform you

promptly thereof), (c) to the extent that such information becomes publicly available other than by reason

of disclosure by the Engagement Parties or any of their affiliates in violation of this Engagement Letter or

any other duty of confidentiality owing by them to you, the Company, any of your or its respective affiliates

or any of your or its respective representatives, (d) to the extent that such information is received by the

Engagement Parties from a third party that is not to the Engagement Parties’ knowledge subject to

confidentiality obligations owing to you, the Company or your or its respective affiliates or any of your or

its respective representatives, (e) to the extent that such information is independently developed by the

Engagement Parties, (f) to the Engagement Parties’ affiliates and their and their affiliates’ respective

directors, officers, employees, legal counsel, independent auditors, service providers and other experts or

agents (collectively, “Representatives”) who need to know such information in connection with the

Transactions and are informed of the confidential nature of such information (and each of us shall be

responsible for our respective affiliates’ and their Representatives’ compliance with this paragraph), (g) to

prospective lenders, holders, participants or assignees or any potential counterparty (or its advisors) to any

swap or derivative transaction relating to the Borrower or any of its subsidiaries or any of their respective

obligations, in each case, who agree (which agreement may be pursuant to customary syndication practice)

to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) for

purposes of establishing a “due diligence” defense, (i) to enforce their rights under this Engagement Letter

or (j) to ratings agencies and market data collectors in connection with the Transactions; provided, that

notwithstanding anything to the contrary provided herein, no disclosure of any such information may be

made to any Disqualified Lender. The Engagement Parties’ obligations under this paragraph shall

automatically terminate and be superseded by the confidentiality provisions in the definitive documentation

for the Permanent Financing, to the extent covered therein upon the initial funding thereunder and shall in

any event automatically terminate two years following the date of this Engagement Letter.

11. Surviving Provisions.

Sections 4, 5, 6, 7, 8, 9, 10, 11 and 13 of this Engagement Letter shall survive any

termination or expiration of this Engagement Letter.

12. PATRIOT Act Notification.

The Engagement Parties hereby notify you that pursuant to the requirements of the USA

Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”) and 31 C.F.R.

Section 1010.230 (the “Beneficial Ownership Regulation”), each of them is required to (a) obtain, verify

and record information that identifies the borrower and the guarantors under the Bank Financing, which

information includes each such person’s name and address and other information that will allow the

Engagement Parties and the other lenders or holders to identify such persons in accordance with the Patriot

Act and (b) obtain a certification regarding beneficial ownership (a “Beneficial Ownership Certification”)

from the borrower under the Bank Financing. This notice is given in accordance with the requirements of

the Patriot Act and the Beneficial Ownership Regulation and is effective as to each Engagement Party and

each lender and holder.

16 US-DOCS\121240393.15

13. Acceptance and Termination.

If the foregoing correctly sets forth our agreement with you, please indicate your

acceptance of the terms of this Engagement Letter by returning to us executed counterparts hereof not later

than 11:59 p.m., New York City time, on April 13, 2021. Our agreements to perform the services described

herein will expire automatically and without further action or notice and without further obligation to you

at such time in the event that we have not received such executed counterparts in accordance with the

immediately preceding sentence.

This Engagement Letter may be terminated by any Engagement Party as to itself at any

time upon prior written notice to you.

After the effectiveness of this Engagement Letter, except with respect to any provision that

expressly survives pursuant to Section 11, this Engagement Letter shall automatically terminate (and may

only be terminated with respect to the Issuer) upon the later to occur of (a) the termination of all funding

commitments under the Commitment Letter and the Interim Facilities Agreement and (b) the repayment in

full of all loans extended pursuant to the Commitment Letter and the Interim Facilities Agreement (it being

understood that this Engagement Letter shall apply to any Permanent Financing incurred to so repay the

loans extended pursuant to the Commitment Letter or the Interim Facilities Agreement).

[Remainder of this page intentionally left blank]

BARCLAYS CAPITAL INC.

By:

Name:

Title: Managing Director

[Signature Page to Takeout Engagement Letter]

[Signature Page to Takeout Engagement Letter]

Accepted and agreed to as of the date first above written:

BALLY’S CORPORATION

By:Name: Title: Executive Vice President, General

Counsel and Secretary